-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VenolSsiDMfNKT2NqCX6fAUolfc505qhlnMyzNuRmrRNMo3mLL9JDFXlAvnEyPT4 wiAXnTdNvZHpY0MLjinAPQ== 0000950132-99-000711.txt : 19990809 0000950132-99-000711.hdr.sgml : 19990809 ACCESSION NUMBER: 0000950132-99-000711 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990802 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTH PITTSBURGH SYSTEMS INC CENTRAL INDEX KEY: 0000764765 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 251485389 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-13716 FILM NUMBER: 99675955 BUSINESS ADDRESS: STREET 1: 4008 GIBSONIA RD CITY: GIBSONIA STATE: PA ZIP: 15044-9311 BUSINESS PHONE: 4124439600 MAIL ADDRESS: STREET 1: 4008 GIBSONIA ROAD CITY: GIBSONIA STATE: PA ZIP: 15044-9311 10-Q 1 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 (Mark One) {X} QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1999 -------------------------------- OR { } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the transition period from ____________________ to _________________________ Commission File Number 0-13716 --------------------------------------------------------- NORTH PITTSBURGH SYSTEMS, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Pennsylvania 25-1485389 - ------------------------------------ ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 4008 Gibsonia Road, Gibsonia, Pennsylvania 15044-9311 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) 724-443-9600 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) No Change - ------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. YES X NO_____ --- APPLICABLE ONLY TO CORPORATE USERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock Outstanding ------------------------ At July 23, 1999, the Registrant had 15,005,000 shares of common stock outstanding, par value $.15625 per share, the only class of such stock issued. PART I ITEM 1 FINANCIAL STATEMENTS NORTH PITTSBURGH SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED) (Thousands - Except Per Share Amounts)
For the Three Months For the Six Months Ended June 30 Ended June 30 --------------------- ------------------- 1999 1998 1999 1998 ------- ------- ------- ------- Operating revenues: Local network services $ 3,264 $ 2,983 $ 6,455 $ 5,808 Long distance and access services 11,581 11,801 23,327 22,797 Directory advertising, billing & other services 768 569 1,376 1,191 Telecommunication equipment sales 678 866 1,373 1,426 Other operating revenues 1,138 1,020 2,437 2,113 ------- ------- ------- ------- Total Operating Revenues 17,429 17,239 34,968 33,335 Operating expenses: Network and other operating expenses 7,997 6,136 15,144 12,352 Depreciation and amortization 3,313 2,922 6,530 5,820 State and local taxes 768 702 1,570 1,457 Telecommunication equipment expenses 669 807 1,259 1,343 ------- ------- ------- ------- Total Operating Expenses 12,747 10,567 24,503 20,972 ------- ------- ------- ------- Net Operating Revenues 4,682 6,672 10,465 12,363 Other expense (income), net: Interest expense 499 456 1,010 919 Interest income (211) (387) (456) (769) Sundry expense (income), net (316) (195) (494) (1,099) ------- ------- ------- ------- (28) (126) 60 (949) ------- ------- ------- ------- Earnings before income taxes 4,710 6,798 10,405 13,312 Income taxes 1,931 2,732 4,210 4,995 ------- ------- ------- ------- Net earnings $ 2,779 $ 4,066 $ 6,195 $ 8,317 ======= ======= ======= ======= Weighted average common shares outstanding 15,005 15,005 15,005 15,005 ======= ======= ======= ======= Basic and diluted earnings per share of common stock $ .18 $ .27 $ .41 $ .55 ======= ======= ======= ======= Dividends per share of common stock $ .16 $ .15 $ .32 $ .35 ======= ======= ======= =======
See accompanying notes to condensed consolidated financial statements. 1 NORTH PITTSBURGH SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Thousands of Dollars)
(Unaudited) June 30 Dec. 31 ASSETS 1999 1998 ------ -------- -------- Current Assets: Cash and temporary investments $ 8,259 $ 16,786 Marketable securities available for sale 16,088 14,670 Accounts receivable: Customers 4,297 3,599 Access service settlements and other 7,530 7,310 Prepaid expenses 198 204 Inventories of construction and operating materials and supplies 5,390 4,019 Prepaid taxes 533 - Prepaid federal and state income taxes 315 - -------- -------- Total current assets 42,610 46,588 -------- -------- Property, plant and equipment: Land 475 475 Buildings 11,283 11,067 Equipment 140,195 136,779 -------- -------- 151,953 148,321 Less accumulated depreciation and amortization 80,866 78,854 -------- -------- 71,087 69,467 Construction in progress 12,547 6,863 -------- -------- Total property, plant and equipment, net 83,634 76,330 Investments 7,824 9,637 Deferred financing costs 811 857 Prepaid pension cost 873 598 Other assets 801 1,305 -------- -------- $136,553 $135,315 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ Current liabilities: Current portion of long-term debt $ 1,878 $ 1,850 Accounts payable 8,316 6,756 Dividend payable 2,401 2,251 Other accrued liabilities 1,788 2,616 Federal and state income taxes - 920 -------- -------- Total current liabilities 14,383 14,393 -------- -------- Long-term debt 31,248 32,196 Deferred income taxes 8,692 8,060 Accrued postretirement benefits 5,067 5,002 Other liabilities 1,771 1,858 Shareholders' equity: Capital stock/Common stock 2,350 2,350 Capital in excess of par value 2,215 2,215 Retained earnings 70,658 69,265 Less cost of treasury stock (1999 and 1998-35,000 shares) (508) (508) Accumulated other comprehensive income-unrealized gain on available for sale securities, net 677 484 -------- -------- Total shareholders' equity 75,392 73,806 -------- -------- $136,553 $135,315 ======== ========
See accompanying notes to condensed consolidated financial statements. 2 NORTH PITTSBURGH SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Thousands of Dollars)
For the Six Months Ended June 30 ---------------------- 1999 1998 -------- ------- Cash from operating activities: Net earnings $ 6,195 $ 8,317 Adjustments to reconcile net earnings to net cash from operating activities: Depreciation and amortization 6,530 5,820 Gain on sale of marketable securities (186) (1) Equity (income) losses of affiliated companies (289) (751) Changes in assets and liabilities: Accounts receivable (918) (1,169) Inventories of construction and operating materials & supplies (1,371) (353) Deferred financing costs, prepaid pension cost and other assets 275 364 Prepaid federal and state taxes (848) (510) Accounts payable 1,560 1,596 Other accrued liabilities (915) (651) Accrued postretirement benefits 65 121 Federal and state income taxes (420) (2,307) Other, net (47) 62 -------- ------- Total adjustments 3,436 2,221 -------- ------- Net cash from operating activities 9,631 10,538 -------- ------- Cash used for investing activities: Expenditures for property and equipment (13,845) (9,457) Net salvage on retirements 64 389 -------- ------- Net capital additions (13,781) (9,068) -------- ------- Purchase of marketable securities available for sale (5,777) - Proceeds from sale of marketable securities available for sale 4,870 105 Proceeds from sale of investment - 13,561 Investments in affiliated entities - (630) Distributions from affiliated entities 2,102 43 -------- ------- Net cash used for investing activities (12,586) 4,011 -------- ------- Cash used for financing activities: Cash dividends (4,652) (5,103) Retirement of debt (920) (398) -------- ------- Net cash used for financing activities (5,572) (5,501) -------- ------- Net (decrease) increase in cash and temporary investments (8,527) 9,048 Cash and temporary investments at beginning of period 16,786 15,938 -------- ------- Cash and temporary investments at end of period $ 8,259 $24,986 ======== ======= Interest paid $ 969 $ 876 ======== ======= Income taxes paid $ 4,813 $ 7,302 ======== =======
See accompanying notes to condensed consolidated financial statements. 3 NORTH PITTSBURGH SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (1) GENERAL ------- The condensed consolidated financial statements included herein have been prepared by the Registrant, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Consolidated herein are the financial results of the Registrant's wholly-owned subsidiaries, North Pittsburgh Telephone Company (North Pittsburgh), Penn Telecom, Inc. (Penn Telecom) and Pinnatech, Inc. (Pinnatech). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. Nevertheless, the Registrant believes that its disclosures herein are adequate to make the information presented not misleading and, in the opinion of management, all adjustments (which consisted only of normal recurring accruals) necessary to present fairly the results of operations for the interim periods have been reflected. These condensed consolidated financial statements should be read in conjunction with the financial statements and the notes thereto included in the Registrant's latest annual report to the Securities and Exchange Commission on Form 10-K. (2) COMPREHENSIVE INCOME -------------------- Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income" (SFAS 130) establishes requirements for disclosure of comprehensive income. The objective of SFAS 130 is to report all changes in equity that result from transactions and economic events other than transactions with owners. Comprehensive income is the total of net income and all other non-owner changes in equity. The reconciliation of net income to comprehensive income (loss) is as follows (in thousands):
For the Three Months For the Six Months Ended June 30 Ended June 30 -------------------- ------------------- 1999 1998 1999 1998 -------- --------- -------- --------- Net income $2,779 $4,066 $6,195 $8,317 Unrealized gain (loss) on marketable securities 4 -- 193 (2) ------ ------ ------ ------ Comprehensive income $2,783 $4,066 $6,388 $8,315 ====== ====== ====== ======
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 1. Financial Condition ------------------- (a) General ------- There were no material changes in the Registrant's consolidated general financial condition from the end of its preceding fiscal year on December 31, 1998 to June 30, 1999, the end of the six-month period reported herein. (b) Liquidity and Capital Resources ------------------------------- Consolidated capital expenditure commitments for the purchase and installation of communications and other equipment at June 30, 1999 amounted to approximately $6,087,715, with such amount being part of the 1999 construction program, which is expected 4 to be in excess of $20 million. Funds for financing construction expenditures in the six-month period ended June 30, 1999 were generated from internal sources. Based on its 1999 construction budget and projected cash flows, the Registrant anticipates cash flows provided by operating activities and cash reserves in 1999 to be sufficient to service long-term debt, to pay dividends and to finance approximately 25% to 50% of capital additions. The balance of capital additions will be financed from debt financing available from the Rural Utilities Service. At June 30, 1999, construction work in progress was $12,547,000. The Registrant and its subsidiaries have not experienced any difficulty in the past meeting either long-term or short-term cash commitments. Cash flow generated through regular operations has been adequate to not only finance a significant portion of the capital requirements of the Registrant as discussed above but also to meet principal and interest payments on long-term debt and all working capital requirements. It is anticipated that future long-term interest and principal payments will be made from the same source of internally generated funds. (c) Regulatory/Competition ---------------------- North Pittsburgh, under Chapter 30 of the Pennsylvania Public Utility Code, filed a petition with the Pennsylvania Public Utility Commission (PA PUC), on July 31, 1998, seeking approval of an alternative form of regulation to replace traditional rate base/rate of return regulation or be subject to a show cause proceeding. The petition also included a proposed network modernization plan. In the filing, North Pittsburgh proposed a price cap plan whereby rates for noncompetitive services are allowed to be increased based on an index that measures general economy wide price increases. This petition is still pending before the PA PUC and may be modified in the final order. However, it is not possible at this time to determine the PA PUC's disposition of this petition or the effect on North Pittsburgh's financial position or results of operations. The Federal Communications Commission (FCC) continues to work on Rulemakings that will further spell out the specifics of the Telecommunications Act of 1996 (the 1996 Act). The PA PUC must then finalize its course of action to fully implement the 1996 Act, or to the extent possible and permissible, change the manner in which such regulations are implemented in Pennsylvania before the impact on North Pittsburgh, a Rural Telephone Company under the 1996 Act, can be fully understood and measured. However, the clear intent of the 1996 Act is to open up the local exchange market to competition. The 1996 Act appears to mandate, among other items, that North Pittsburgh, at some point in time, permit the resale of its services at wholesale rates, provide number portability, if feasible, provide dialing parity, provide interconnection to any requesting carrier for the transmission and routing of telephone exchange service and exchange access and provide access to network elements. North Pittsburgh was granted a two-year suspension of the interconnection requirements of Section 251 of the 1996 Act that expired July 10, 1999. In January, 1999, North Pittsburgh filed for an additional one-year extension of the suspension until July 10, 2000. In an order entered June 25, 1999, the one-year extension of the suspension was approved. The 1996 Act, FCC and PA PUC regulatory proceedings and the thrust towards a fully competitive marketplace have created some uncertainty in respect to the levels of the Registrant's revenue growth in the future. However, the Registrant, through its subsidiaries, has positioned itself to take advantage of the opportunities the 1996 Act presents. The Registrant's business plan focuses on expanding its telecommunication services outside its traditional service area. Also, its unique location in a growing commercial/residential suburban traffic corridor to the north of the City of Pittsburgh, its state-of-the-art switching transmission and transport facilities and its extensive fiber network place the Registrant in a solid position to meet competition and minimize any loss of revenues. In addition, the Registrant continues to make its network flexible and responsive to the needs of its customers to meet competitive threats. Expansion of services outside the traditional territory, new services, access line growth and anticipated usage growth are expected to lessen or offset any reductions in the Registrant's revenue sources. 2. Results of Operations --------------------- Total operating revenues increased $1,633,000 (4.9%) in the six-month period ended June 30, 1999 over the comparable period in 1998. This change was due to an increase in local network services of $647,000 (11.1%), an increase in long distance and access services of $530,000 (2.3%) and an increase in other operating revenues of $324,000 (15.3%). Increased local network service revenues were attributable to customer growth, growth in second lines 5 and expanded penetration of enhanced services. Higher long distance and access services were generally the result of an increase in the number of customers and minutes of use. The increase in other operating revenues is primarily due to an increase in Internet-related revenues. Total operating expenses for the six-month period ended June 30, 1999 increased $3,531,000 (16.8%) over the preceding year. That change is principally the result of an increase in network and other operating expenses of $2,792,000 (22.6%), and an increase in depreciation and amortization of $710,000 (12.2%). The increase in network and other operating expenses consists of an increase in personnel costs due to an expansion of existing business and an increase in personnel and other expenses due to start-up activities of competitive local exchange carrier and Internet-related services. Temporary increases in data processing expenses currently being experienced are necessary to maintain both existing and new systems during conversion activities and will cease beginning in the third quarter. The increase in depreciation and amortization is the direct result of the growth in fixed assets to serve current and future customer needs. The increase in total operating revenues discussed above coupled with the increase in total operating expenses resulted in net operating revenues decreasing $1,898,000 (15.4%) between 1999 and 1998. Interest income decreased $313,000 primarily due to a shift in temporary investments to available for sale securities. The net decrease in Sundry income (non-operating) of $605,000 is primarily due to receipts from a one- time insurance settlement in 1998, offset by an increase in cellular partnership income in 1999 over 1998. The decrease in net operating revenues for the six-month period ended June 30, 1999, in conjunction with the decrease in Sundry income, net, resulted in a decrease of $2,907,000 (21.8%) in earnings before income taxes. The Registrant's effective tax rate was 40% and 38% for the six-month period ending June 30, 1999 and 1998 respectively. The increase in the effective tax rate results from receipt of a non-taxable life insurance settlement in the quarter ended March 31, 1998. Fluctuations in the revenues and expenses for the three-month period ended June 30, 1999, as compared to the same quarterly period in 1998 are generally attributable to the same reasons above in the year-to-date comparisons. 3. Adoption of New Accounting Pronouncements ----------------------------------------- In June, 1998, the Financial Accounting Standards Board issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities". The Registrant does not expect this pronouncement to impact the consolidated financial statements because the Registrant has not entered into derivative or hedging transactions. Statement of Position 98-1 (SOP 98-1), "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use", has been adopted by the Registrant effective January 1, 1999. SOP 98-1 provides guidance on capitalizing costs of computer software developed or obtained for internal use. SOP 98-1 did not have a material effect on its financial statements. 4. Year 2000 --------- (a) State of Readiness ------------------ The Registrant has taken actions to understand the nature and extent of the work required in order to make its systems and infrastructure Year 2000 compliant. The Registrant began work last year to prepare its information technology (IT) and non-information technology (non-IT) systems, including updating and/or replacing existing legacy systems. The Registrant has formed a Corporate Year 2000 Task Force, which is responsible for all Year 2000 activities and is being monitored by senior management and the Board of Directors. There are six phases of the Registrant's Year 2000 program: Awareness, Inventory, Assessment, Renovation, Validation and Implementation. The Registrant has defined the six phases as follows: Awareness - Gain the commitment of management and staff to solving the problem. This phase has been completed. 6 Inventory - Conduct a thorough inventory of all hardware and software systems. This phase will run until December, 1999 in order to maintain the inventory throughout the life of the project. Assessment and Planning - Decide which systems to retire, repair or replace. Prepare contingency plans. This phase has been completed. Renovation - Perform upgrades to hardware and software. The Registrant has contracted to outsource certain operational support, billing and accounting systems to a third party vendor. The software and hardware components of the systems selected have been certified by the vendor as Year 2000 compliant. The Registrant has completed the remediation of all mission critical systems at this time. The Renovation is now 95% complete. The remaining 5% of non-mission critical systems are scheduled to be remediated well in advance of December, 1999. Validation - Test and certify new and renovated systems. This phase is underway; however, due to the introduction of several new product technologies, will not be completed until the end of September, 1999. This phase is currently 80% complete. Implementation and Follow-up - New or renovated systems go into service. This phase is scheduled to be completed in December, 1999, and will include the resolution of any outstanding problems. The Year 2000 Project will extend until March, 2000 in order to address the leap day of February 29, 2000 and to address any outstanding issues. The Registrant's Year 2000 issues related to third parties can be broken into two categories: third party vendors who supply products to the Registrant, and other telecommunications companies who provide joint service to our customers. The third party vendors have been providing the Registrant with Year 2000 solutions on an on-going basis. Year 2000 upgrades, repairs and testing are being performed as per vendor specifications. Other telecommunications service providers are implementing Year 2000 programs in much the same fashion as the Registrant and industry testing is being performed on an on-going basis. (b) Cost to Address Year 2000 Issues -------------------------------- Expenditures related to Year 2000 remediation, the data processing transition plan, license fees for purchase of software and training and implementation costs are not expected to exceed $3.5 million, $2.4 million of which has been incurred through June 30, 1999. Costs related to implementation of new systems are being capitalized, in accordance with SOP 98-1, and will be amortized over the estimated useful life of the asset beginning in the second quarter of 1999. The remainder of these costs, including Year 2000 remediation costs, will be expensed as incurred. (c) Risks of Year 2000 Issues ------------------------- The most reasonably likely worst case scenario is loss of services to other interconnecting companies who have not attained Year 2000 compliance. This is unlikely to occur since the interconnecting companies realize their responsibility to comply. However, should this worst case scenario occur, the Registrant will give customers the option of rerouting service to a working carrier. (d) Contingency Plan ---------------- The Registrant has developed a Corporate Year 2000 Contingency Plan to cover its primary business activities. This plan outlines the key areas of business, and the manner in which they will be supported in the event of a Year 2000 failure. This plan has been developed as a result of research into United States Telephone Association member telephone company responses to hurricanes, tornadoes, ice storms and other disasters. The Registrant has studied and modified these plans to cover operations during potential Year 2000 related failures. Testing and refinement of the Registrant's Contingency Plan is now underway. The Registrant has also updated and revised the existing Emergency Response Plan. The Registrant's Emergency Response Plan will form the core of the Registrant's Contingency Plan if a major service outage should occur. Key components of the Contingency Plan are the preparations to revert to a manual operation, stockpiling and conservation of materials, increased staffing levels, data storage for processing at a later date, isolation of harmful network elements and positioning key personnel in areas where they will be most effective. Should there be a serious service affecting problem, the 7 Emergency Response Plan will be activated until all services are restored. Events, which could trigger activation of the Emergency Response Plan, include widespread loss of gas or electric service, failures at various interconnecting companies or failure of internal switching or transmission systems. ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 1. There have been no material changes in reported market risks faced by the Registrant since December 31, 1998. 8 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NORTH PITTSBURGH SYSTEMS, INC. ------------------------------ (Registrant) Date August 2, 1999 /s/ H. R. Brown ____________________ ---------------------------------------- H. R. Brown, President Date August 2, 1999 /s/ A. P. Kimble ____________________ ---------------------------------------- A. P. Kimble, Vice President & Treasurer PART II OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders --------------------------------------------------- (a) The 1999 Annual Meeting of Shareholders was held on May 21, 1999. (b) The only matter voted upon at the Annual Meeting was the election of Directors. The vote tabulation in respect to the Directors elected at such meeting to serve until the 2000 Annual Meeting of Shareholders and until their successors are elected is shown in the following table: Number of Number of Shares Shares Name Voted in Favor Withheld ---- -------------- --------- Harry R. Brown 12,057,625 335,834 Dr. Charles E. Cole 12,132,801 260,658 Allen P. Kimble 12,177,923 215,536 Stephen G. Kraskin 12,160,537 232,922 David E. Nelsen 12,149,257 244,202 Jay L. Sedwick 12,115,829 277,630 Charles E. Thomas, Jr. 12,131,215 262,244 Item 6. Exhibits and Reports on Form 8-K -------------------------------- (a) Exhibits - Exhibit Index for Quarterly Reports on Form 10-Q. -------- Exhibit Number Subject Applicability - ------- ------- ------------- (2) Plan of acquisition, reorganization, Not Applicable arrangement, liquidation or succession (3) (i) Articles of Incorporation Provided in Quarterly Report on Form 10-Q for the quarter ended June 30, 1996 and Incorporated Herein by Reference. (3) (ii) By-Laws Provided in Annual Report on Form 10-K for the year ended December 31, 1998 and Incorporated Herein by Reference. (4) Instruments defining the rights of Provided in Registration of security holders including indentures Securities of Certain Successor Issuers on Form 8-B filed on June 25, 1985 and Incorporated Herein by Reference. (10) Material Contracts Not Applicable (11) Statement re computation of per Attached Hereto share earnings Exhibit Number Subject Applicability - ------ ------- ------------- (15) Letter re unaudited interim financial Not Applicable information (18) Letter re change in accounting Not Applicable principles (19) Report furnished to security holders Not Applicable (22) Published report regarding matters Not Applicable submitted to a vote of security holders (23) Consents of experts and counsel Not Applicable (24) Power of attorney Not Applicable (27) Financial Data Schedule Attached Hereto (99) Additional exhibits Not Applicable (b) Reports on Form 8-K - No reports on Form 8-K were filed during the ------------------- quarter ended June 30, 1999. EX-11 2 STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS EXHIBIT 11 NORTH PITTSBURGH SYSTEMS, INC. AND SUBSIDIARIES Statement - computation of per share earnings Statement of Computations of Earnings per Share
For the Three Months For the Six Months Ended Mar. 31 Ended June 30 ------------------------ ------------------------ 1999 1998 1999 1998 ----------- ----------- ----------- ----------- Net Earnings $ 2,779,000 $ 4,066,000 $ 6,195,000 $ 8,317,000 =========== =========== =========== =========== Weighted average common shares outstanding 15,005,000 15,005,000 15,005,000 15,005,000 =========== =========== =========== =========== Basic and diluted earnings per share of common stock $ .18 $ .27 $ .41 $ .55 =========== =========== =========== ===========
EX-27 3 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM JUNE 30, 1999 QUARTERLY REPORT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 6-MOS DEC-31-1999 JAN-01-1999 JUN-30-1999 8,259 16,088 11,827 0 5,390 42,610 164,500 80,866 136,553 14,383 31,248 0 0 2,350 73,042 136,553 1,373 34,968 1,259 24,503 0 0 1,010 10,405 4,210 6,195 0 0 0 6,195 .41 .41
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